v3.26.1
Basis of Presentation and Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Summary of Significant Accounting Policies
Business
We are a biopharmaceutical royalty company focused on deploying capital and licensing technologies to acquire and create diversified royalty streams from high-value medicines. Our primary business is investing in and structuring royalty interests in mid- to late-stage development and commercial biopharmaceutical products, allowing us to generate long-duration, non-dilutive cash flows supported by a lean corporate cost structure. Capital deployment and technology licensing are the primary drivers of our long-term growth.
Basis of Presentation and Principles of Consolidation
Our unaudited condensed consolidated financial statements include the financial statements of Ligand and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. We have included all adjustments, consisting only of normal recurring adjustments, which we considered necessary for a fair presentation of our financial results. These unaudited condensed consolidated financial statements and accompanying notes should be read together with the audited consolidated financial statements included in our 2025 Annual Report. Interim financial results are not necessarily indicative of the results that may be expected for the full year.
Segment Information
The Company has one operating and reportable segment: investing in the clinical development and commercialization of high-value medicines. The Company’s Chief Operating Decision Maker (“CODM”) is Todd Davis, our Chief Executive Officer and director. The CODM uses net income (loss) as a single segment profit or loss measure to evaluate our single segment performance, and in deciding whether to invest in the existing assets, or to new potential opportunities. Our CODM relies on internal management reporting processes that provide information on segment operating income (loss) for making financial decisions and allocating resources. The CODM does not evaluate, manage or measure performance of segments using asset information.
The information on significant segment expenses that are regularly provided to the CODM, and other segment items included within the reported segment profit or loss measure, is presented in a table below:
Three months endedSix months ended
June 30,June 30,
2026202520262025
Total revenues and income$63,693 $47,627 $115,415 $92,960 
Share-based compensation(13,653)(9,997)(24,249)(17,833)
Other segment items:
Amortization of intangibles(8,097)(8,258)(16,194)(16,515)
Depreciation of property and equipment(118)(264)(237)(777)
Interest income7,298 1,621 13,953 3,392 
Interest expense(1,748)(1,153)(3,495)(2,020)
Other *1,133 (24,729)(50,030)(96,811)
Net income (loss)$48,508 $4,847 $35,163 $(37,604)
* Other for the three months ended June 30, 2026 and 2025 include the amount of other general, administrative, research and development expenses of $30.0 million and $16.5 million (net of share-based compensation and depreciation expenses), respectively, and additional income and expense items that are presented in the condensed consolidated statements of operations such as fair value adjustments to partner program derivatives, cost of Captisol and other non-operating income and expenses.
Other for the six months ended June 30, 2026 and 2025 include the amount of other general, administrative, research and development expenses of $42.3 million and $77.0 million (net of share-based compensation and depreciation expenses), respectively, and additional income and expense items that are presented in the condensed consolidated statements of operations such as fair value adjustments to partner program derivatives, cost of Captisol and other non-operating income and expenses.
Significant Accounting Policies
We have described our significant accounting policies in Note 1, Basis of Presentation and Summary of Significant Accounting Policies of the Notes to Consolidated Financial Statements in our 2025 Annual Report.
Use of Estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and the accompanying notes. Actual results may differ from those estimates and assumptions.
Revenue and Income
Our revenue is generated primarily from royalties on sales of products commercialized by our partners, supplemented by Captisol material sales and contract revenue from license fees and milestone payments. We partner with leading biopharmaceutical companies to leverage their capabilities in late-stage development, regulatory execution, and commercialization, while we focus on disciplined capital deployment, portfolio construction, and risk management. This also allows us to leverage each partner's asset infrastructure in sales and marketing, manufacturing and R&D to avoid high-cost infrastructure ourselves.
For all revenue transactions, we apply the five‑step model in accordance with ASC 606, Revenue from Contracts with Customers, to determine revenue: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation.
Revenue from Intangible Royalty Assets
We receive royalty revenue from intangible royalty assets based on sales by our partners of products covered by patents that we or our partners own under contractual agreements. We do not have future performance obligations under these license arrangements. We generally satisfy our obligation to grant intellectual property rights on the effective date of the contract. However, we apply the royalty recognition constraint required for sales‑based royalties, which requires royalties to be recorded no earlier than when the underlying sale occurs. Accordingly, royalties on sales of products commercialized by our partners are recognized in the quarter in which the product is sold. Our partners generally report sales information to us on a one‑quarter lag. As a result, we estimate expected royalty proceeds based on an analysis of historical experience and interim data provided by our partners, including publicly announced sales. Differences between actual and estimated royalty revenues, which have not been material, are adjusted in the period in which they become known, typically the following quarter.
Income from Financial Royalty Assets
We recognize income from financial royalty assets when there is a reasonable expectation regarding the timing and amount of cash flows expected to be collected. Income is calculated by multiplying the carrying value of the financial royalty asset by the periodic effective interest rate.
We account for financial royalty assets related to developmental pipeline or recently commercialized products on a non-accrual basis. Developmental pipeline products are non-commercialized, non-approved products that require FDA or other regulatory approval, and thus have uncertain cash flows. Newly commercialized products typically do not have an established and reliable sales pattern, and thus have uncertain cash flows.
Captisol Sales
Revenue from Captisol sales is recognized when control of Captisol material is transferred or intellectual property license rights are granted to our customers in an amount that reflects the consideration we expect to receive in exchange for those products or rights. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. For Captisol material or intellectual property license rights, we consider our performance obligation satisfied once we have transferred control of the product or granted the intellectual property rights, meaning the customer has the ability to use and obtain the benefit of the Captisol material or intellectual property license rights. We recognize revenue for satisfied performance obligations only when we determine there are no uncertainties regarding payment terms or transfer of control. Sales tax and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. We have elected to recognize the cost of freight and shipping when control over Captisol material has been transferred to the customer as an expense in cost of Captisol. We expense incremental costs of obtaining a contract when incurred if the expected amortization period of the asset is one year or less or the amount is immaterial. We did not incur any incremental costs of obtaining a contract during the periods reported.
Contract Revenue
Our contracts with customers often include variable consideration in the form of contingent milestone payments. We include contingent milestone payments in the estimated transaction price when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. These estimates are based on historical experience, anticipated results and our best judgment at the time. If the contingent milestone payment is based on sales, we apply the royalty recognition constraint and record revenue when the underlying sale occurs. Significant judgments are required in determining the transaction price for our sales of intellectual property. Because of the risk that products in development with our partners will not reach development milestones or receive regulatory approval, we generally recognize any contingent payments that would be due to us upon the development milestone or regulatory approval.
Some customer contracts are sublicenses that require us to make payments to an upstream licensor related to license fees, milestones and royalties that we receive from customers. In such cases, we evaluate gross revenue as a principal versus net revenue as an agent based on each individual agreement.
Income
Operating income includes milestone and royalty income received from other royalty transactions and transactions involving our intellectual property including, R&D funding arrangements, dispositions and the related contingent consideration.
Disaggregation of Revenue
The following table represents disaggregation of royalties, Captisol, and contract revenue and income (in thousands):
Three months endedSix months ended
June 30,June 30,
2026202520262025
Royalties
Filspari$13,567 $6,578 $24,889 $11,879 
Kyprolis7,044 8,803 13,784 13,526 
Ohtuvayre4,144 2,084 7,131 3,496 
Rylaze 3,201 2,864 6,422 5,983 
Capvaxive2,316 2,250 4,285 3,135 
Vaxneuvance1,351 2,643 2,961 3,928 
Teriparatide injection 1,470 2,298 2,791 3,489 
Other4,269 2,564 8,030 6,235 
Revenue from intangible royalty assets37,362 30,084 70,293 51,671 
Qarziba6,150 5,885 12,449 11,327 
Ohtuvayre inventors3,294 — 6,341 — 
Other1,226 428 1,907 888 
Income from financial royalty assets10,670 6,313 20,697 12,215 
Total royalties48,032 36,397 90,990 63,886 
Captisol7,978 8,287 16,632 21,747 
Contract revenue and income
Contract revenue
2,683 1,926 2,793 6,310 
Income5,000 1,017 5,000 1,017 
Total contract revenue and income7,683 2,943 7,793 7,327 
Total revenues and income$63,693 $47,627 $115,415 $92,960 
Short-term Investments
The following table summarizes the various categories of our short-term investments at June 30, 2026 and December 31, 2025 (in thousands):
June 30, 2026
Amortized costGross unrealized gainsGross unrealized lossesEstimated fair value
     U.S. Government Agencies$145,569 $— $(393)$145,176 
     U.S. Treasuries65,430 — (164)65,266 
     Corporate notes/bonds
52,307 — (130)52,177 
     Corporate equity securities20,850 63,477 (3,314)81,013 
     Commercial paper
7,430 — (6)7,424 
Total short-term investments$291,586 $63,477 $(4,007)$351,056 
December 31, 2025
     U.S. Government Agencies$175,780 $89 $(38)$175,831 
     Corporate notes/bonds124,249 98 (52)124,295 
     U.S. Treasuries113,055 137 (4)113,188 
     Commercial paper74,473 21 (8)74,486 
     Corporate equity securities
15,733 58,852 (3,791)70,794 
Total short-term investments
$503,290 $59,197 $(3,893)$558,594 
Gain (loss) from short-term investments in our condensed consolidated statements of operations includes both realized and unrealized gain (loss) from our short-term investments in corporate equity securities, and realized gain (loss) from available-for-sale debt securities.
The following table summarizes our available-for-sale debt securities by contractual maturity (in thousands):
June 30, 2026
Amortized CostFair Value
Within one year$180,608 $180,379 
After one year through five years90,128 89,664 
Total$270,736 $270,043 
Our investment policy is capital preservation and we only invest in U.S.-dollar denominated investments. Allowances are recorded for available-for-sale debt securities with unrealized losses. This limits the amount of credit losses that can be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases.
We held a total of 103 investments that were in an unrealized loss position with $0.7 million of unrealized losses as of June 30, 2026. We believe that we will collect the principal and interest due on our debt securities that have an amortized cost in excess of fair value. The unrealized losses are largely due to changes in interest rates and not due to unfavorable changes in the credit quality associated with these securities that impacted our assessment of collectability of principal and interest. As of June 30, 2026, we did not intend to sell these securities, and it was not more likely than not that we would be required to sell them before recovery of their amortized cost basis. No credit losses were recognized for the three and six months ended June 30, 2026 and 2025.
Accounts Receivable and Allowance for Credit Losses
Our accounts receivable arise primarily from sales on credit to customers. We establish an allowance for credit losses to present the net amount of accounts receivable expected to be collected. The allowance is determined using the loss-rate method, which requires an estimation of loss rates based on historical loss experience adjusted for factors relevant to determining the expected collectability of accounts receivable. Some of these factors include macroeconomic conditions that correlate with historical loss experience, delinquency trends, aging behavior of receivables and credit and liquidity quality indicators for industry groups, customer classes or individual customers.
During the three months ended June 30, 2026 and 2025, we considered the current and expected future economic and market conditions and determined that increases of $0.2 million and $0.1 million, respectively, were required in the allowance for credit losses. During the six months ended June 30, 2026 and 2025, we considered the current and expected future economic and market conditions and determined that increases of $0.03 million and $0.4 million, respectively, were required in the allowance for credit losses.
Inventory
Inventory, which consists of finished goods (Captisol), is stated at the lower of cost or net realizable value. We determine cost using the specific identification method. We analyze our inventory levels periodically and write down inventory to net realizable value if it has become obsolete, has a cost basis in excess of its expected net realizable value or is in excess of expected requirements. There was no obsolete inventory charge recorded during the three and six months ended June 30, 2026 and 2025. In addition to finished goods, as of June 30, 2026 and December 31, 2025, inventory included prepayments of $1.6 million and $2.1 million, respectively, to our supplier for Captisol.
Goodwill and Intangible Assets, Net
Goodwill and other identifiable intangible assets consist of the following (in thousands):
June 30, 2026December 31, 2025
Indefinite-lived intangible assets
     Goodwill$101,541 $101,541 
Definite-lived intangible assets
     Complete technology29,619 29,619 
          Less: accumulated amortization(21,763)(20,809)
     Trade name2,642 2,642 
          Less: accumulated amortization(2,043)(1,976)
     Customer relationships29,600 29,600 
          Less: accumulated amortization(22,889)(22,144)
    Contractual relationships360,000 360,000 
          Less: accumulated amortization(165,922)(151,494)
    Total definite lived intangible assets209,244 225,438 
Total goodwill and other identifiable intangible assets, net$310,785 $326,979 
Financial Royalty Assets, net
Financial royalty assets represent a portfolio of future milestone and royalty payment rights acquired that are passive in nature (i.e., we do not own the intellectual property or have the right to commercialize the underlying products).
Although a financial royalty asset does not have the contractual terms typical of a loan (such as contractual principal and interest), we account for financial royalty assets under ASC 310, Receivables. Our financial royalty assets are classified similar to loans receivable and are measured at amortized cost using the prospective effective interest method described in ASC 835-30 Imputation of Interest.
The effective interest rate is calculated by forecasting the expected cash flows to be received over the life of the asset relative to the initial invested amount. The effective interest rate is recalculated in each reporting period as the difference between expected cash flows and actual cash flows are realized and as there are changes to expected future cash flows.
The gross carrying value of a financial royalty asset is consisting of the opening balance, or net purchase price for a new financial royalty asset, which is increased by accrued interest income (except for assets under the non-accrual method) and decreased by cash receipts during the period to arrive at the ending balance.
We evaluate financial royalty assets for recoverability on an individual basis by comparing the effective interest rate at each reporting date to that of the prior period. If the effective interest rate is lower for the current period than the prior period, and if gross cash flows have declined (expected and collected), we record a provision expense for the change in expected cash flows. The provision is measured as the difference between the financial royalty asset’s amortized cost basis and the net present value of the expected future cash flows, calculated using the prior period’s effective interest rate. In a subsequent period, if there is an increase in expected future cash flows, or if actual cash flows are greater than cash flows previously expected, we reduce the previously established cumulative allowance in part or in full.
In addition to the above allowance, we recognize an allowance for current expected credit losses under ASC 326, Financial Instruments – Credit Losses on our financial royalty assets. The credit rating, which is primarily based on publicly available data and updated quarterly, is the primary credit quality indicator used to determine the credit loss provision.
The carrying value of financial royalty assets is presented net of the cumulative allowances for changes in expected future cash flows and expected credit losses. The initial amount and subsequent revisions to allowances for changes in expected
future cash flows and expected credit losses are recorded as part of general and administrative expenses in the condensed consolidated statements of operations.
When we are reasonably certain that a part of a financial royalty asset’s net carrying value (or all of it) is not recoverable, we recognize an impairment which is recorded in financial royalty assets impairment on the consolidated statements of operations. To the extent there was an allowance previously recorded for this asset, the amount of such impairment is written off against the allowance at the time that such a determination is made. Any future recoveries from such impairment are recognized when cash is collected in the respective period earnings.
The short-term portion of financial royalty assets represents an estimate for current quarter royalty receipts which are normally collected during the subsequent quarter, and, as applicable, also includes royalty receipts from previous periods that have not been collected.
For additional information, see Note 4, Financial Royalty Assets, net.
Research and Development Funding Expense
We enter into transactions where we agree to fund a portion of the research and development (“R&D”) performed by our partners for products undergoing late-stage clinical trials in exchange for future royalties or milestones if the products are successfully developed and commercialized. In accordance with ASC 730, Research and Development, we account for the funded amounts as R&D expense when we have the ability to obtain the results of the R&D, the transfer of financial risk is genuine and substantive and, at the time of entering into the transaction, it is not yet probable that the product will receive regulatory approval. If these conditions are not met, we may record the funded amounts as a financial royalty asset. We may fund R&D upfront or over time as the underlying products undergo clinical trials.
Royalties earned on successfully commercialized products generated from R&D arrangements are recognized as revenue from intangible royalty assets in the same period in which the sale of the commercialized product occurs. Fixed or milestone payments receivable based on the achievement of contractual criteria for products arising out of our R&D arrangements are recognized as contract revenue and income in the period that the milestone threshold is met.
Derivative Assets
As of June 30, 2026, all our derivative assets are warrants and options that are not used for risk management purposes. For additional information, see Note 3, Investment Transactions.
As a result of our early adoption of ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) (“ASU 2025-07”), certain assets previously accounted for as derivatives qualified for a new derivative scope exception introduced by ASU 2025-07, and are now accounted for as financial royalty assets effective January 1, 2025. Such assets include (1) our rights in future milestone and royalty payments from Agenus partner programs, (2) rights to receive from Primrose Bio 50% of milestone payments on certain contracts previously entered into by Primordial Genetics (“Primrose mRNA”), and (3) the Castle Creek Milestone (as defined in Note 3, Investment Transactions). For additional information, see Note 4, Financial Royalty Assets, net.
All derivatives are measured at fair value in the condensed consolidated balance sheets. Derivative assets consist of the following (in thousands):
June 30, 2026December 31, 2025
LeonaBio Series A Warrant$923 $— 
     Total current derivative assets(1)
$923 $— 
Orchestra Warrant$6,810 $3,799 
Castle Creek Warrant5,250 4,989 
Pelthos Conversion Option3,303 3,432 
Agenus Warrant(2)
1,226 1,322 
LeonaBio Warrants (noncurrent)922 1,461 
Arecor Warrant402 629 
     Total noncurrent derivative assets$17,913 $15,632 
(1) Current derivative assets are included within other current assets in the condensed consolidated balance sheets.
(2) In connection with the entry into the Purchase and Sale Agreement with Agenus in May 2024, Agenus issued us a five-year warrant (“Agenus Warrant”) to purchase 867,052 shares of its common stock, at an exercise price equal to $17.30. On December 22, 2025, we entered into an amendment to the Purchase and Sale Agreement with Agenus reducing the Agenus Warrant exercise price from $17.30 to $7.50. The fair value of the Agenus Warrant is determined using a
Black-Scholes model. The following assumptions were used as of June 30, 2026 and December 31, 2025, respectively: expected term of 2.9 years and 3.4 years, volatility of 102% and 97%, risk-free rate of 4.2% and 3.6%, Agenus stock price of $3.06 and $3.14.
A change in the fair value of warrants and options, which amounted to $1.4 million for the three months ended June 30, 2026, was included within other non-operating expense, net, in the condensed consolidated statement of operations. This amount included $1.9 million related to the conversion option of the Pelthos Convertible Notes (the “Pelthos Conversion Option”), $0.3 million for the Orchestra Warrant, and $0.04 million for the Castle Creek Warrant, partially offset by $(0.6) million related to the LeonaBio Warrants, $(0.2) million for the Agenus Warrant, and $(0.1) million related to the Arecor Warrant.
A change in the fair value of warrants and options, which amounted to $0.5 million for the six months ended June 30, 2026, was included within other non-operating expense, net, in the condensed consolidated statement of operations. This amount included $0.4 million related to the LeonaBio Warrants, $0.3 million related to the Castle Creek Warrant, and $0.3 million related to the Orchestra Warrant, partially offset by $(0.1) million related to the Pelthos Conversion Option, $(0.2) million related to the Arecor Warrant, and $(0.1) million related to the Agenus Warrant.
A change in the fair value of the Agenus partner programs, the Primrose mRNA derivative, and the Castle Creek Milestone, which amounted to $(0.8) million, $(0.7) million, and $0.3 million, respectively, for the three months ended June 30, 2025, was included within fair value adjustments to partner program derivatives in the condensed consolidated statement of operations. A change in the fair value of other derivatives, which amounted to $1.2 million for the three months ended June 30, 2025, was included within other non-operating expense, net, in the condensed consolidated statement of operations. This amount included $1.4 million related to the Agenus Warrant and $(0.2) million related to the Castle Creek Warrant.
A change in the fair value of the Agenus partner programs, the Primrose mRNA derivative, and the Castle Creek Milestone, which amounted to $(0.5) million, $(0.6) million and $0.3 million, respectively, for the six months ended June 30, 2025, was included within fair value adjustments to partner program derivatives in the condensed consolidated statement of operations. A change in the fair value of other derivatives, which amounted to $0.6 million for the six months ended June 30, 2025, was included within other non-operating expense, net, in the condensed consolidated statement of operations. This amount included $0.9 million related to the Agenus Warrant and $(0.3) million related to the Castle Creek Warrant.
Equity Method Investments
The Company accounts for investments in entities over which it has significant influence (generally defined as ownership interest of 20% or more) using the equity method of accounting. Under this method the investment is initially recorded at cost and subsequently adjusted for the Company’s share of the investee’s earnings or losses and any dividends received, unless the fair value option under ASC 825-10 is elected. Such selection is made on an instrument-by-instrument basis and is irrevocable.
Equity method investments for which the Company has elected the fair value option are measured at fair value, with changes in fair value recognized in earnings each reporting period and presented as gain (loss) from change in fair value of equity method investments and other investments in our condensed consolidated statements of operations. The Company elected the fair value option for its equity method investment in Pelthos. The election was made to simplify the accounting and reporting process, as Pelthos is a publicly traded entity with a readily available market price.
Equity method investments for which the Company has not elected the fair value option are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Any impairment of equity method investments is presented as gain (loss) from change in fair value of equity method investments and other investments in our condensed consolidated statements of operations. These equity method investments are reviewed for indicators of impairment at each reporting period and are written down to fair value if there is evidence of a loss in value that is other‑than‑temporary. The Company did not elect the fair value option for its equity method investment in Primrose Bio. There was no impairment to our equity method investment in Primrose Bio during the three and six months ended June 30, 2026 and 2025.
The equity method investment in Primrose Bio is adjusted for the Company’s share of the investee’s earnings or losses and for any dividends received. The Company’s share of Primrose Bio’s earnings or losses is presented within other non‑operating expense, net, in our condensed consolidated statement of operations. The Company does not record its share of the investee’s losses once the investment balance has been reduced to zero. The Company resumes recognition of its share of the investee’s earnings only after previously unrecognized losses have been recovered. As of December 31, 2024, the equity method investment in Primrose Bio had been written down to zero. The Company has no outstanding advances, guarantees, or commitments to fund Primrose Bio’s losses. Therefore, the Company’s proportionate share of Primrose Bio’s net loss for the three and six months ended June 30, 2026 and 2025 was not recorded. Ligand owned 31.5% of Primrose Bio’s outstanding equity as of both June 30, 2026 and December 31, 2025.
Other Investments
Other investments represent our investments in equity securities of third parties in which we do not have control or significant influence. Our equity securities that do not have a readily determinable or estimable fair value are measured using the measurement alternative in accordance with ASC 321, which is cost less impairment, if any, adjusted for observable price changes in orderly transactions for the identical or similar investment of the same issuer. Any impairment or upward or downward adjustment recognized during the period is presented as gain (loss) from change in fair value of equity method investments and other investments in our condensed consolidated statements of operations.
Our investment in Pelthos Series A preferred shares is measured at fair value, with changes in fair value recognized as gain (loss) from change in fair value of equity method investments and other investments in our condensed consolidated statements of operations. For additional information, see Note 2, Pelthos Transaction.
Other investments consist of the following (in thousands):
June 30, 2026December 31, 2025
Pelthos Series A convertible preferred shares$96,870 $106,262 
Equity securities in Primrose Bio6,501 6,531 
InvIOs investment
4,500 4,500 
Pelthos loan receivable5,359 4,158 
Cost method investment in Zerion1,253 — 
     Total other investments$114,483 $121,451 
During the three and six months ended June 30, 2026, we recognized a fair value adjustment of $24.9 million and $(9.4) million, respectively, related to our Pelthos Series A preferred shares. During the three and six months ended June 30, 2025, no fair value adjustment was recognized for other investments.
Other Assets
Other assets consist of the following (in thousands):
June 30, 2026December 31, 2025
Right-of-use assets$6,440 $7,223 
Property and equipment, net3,396 3,571 
Other2,005 1,788 
     Total other assets$11,841 $12,582 
Accrued Liabilities
Accrued liabilities consist of the following (in thousands):
June 30, 2026December 31, 2025
Royalties owed to third parties$11,356 $16,202 
Professional fees8,239 1,997 
Compensation4,635 6,388 
Value-added tax1,824 1,753 
Subcontractor1,756 1,756 
Accrued interest863 1,307 
Customer deposit621 621 
Other2,573 1,429 
     Total accrued liabilities$31,867 $31,453 
Contingent Liabilities
In connection with the acquisition of CyDex in January 2011, we recorded a contingent liability for amounts potentially due to holders of the CyDex CVRs and former license holders. The liability is periodically assessed based on events and circumstances related to the underlying milestones, royalties and material sales.
In connection with the acquisition of Metabasis in January 2010, we issued Metabasis stockholders four tradable CVRs for each Metabasis share. The fair values of the CVRs are remeasured at each reporting date through the term of the related agreement.
Any change in fair value is recorded as other non-operating expense, net, in our condensed consolidated statements of operations. For additional information, see Note 5, Fair Value Measurements.
Other Long-Term Liabilities
Other long-term liabilities consist of the following (in thousands):
June 30, 2026December 31, 2025
Unrecognized tax benefits$17,182 $16,588 
Other long-term liabilities34 41 
     Total other long-term liabilities$17,216 $16,629 
Share-Based Compensation
Share-based compensation expense for awards to employees and non-employee directors is a non-cash expense and is recognized on a straight-line basis over the vesting period. The following table summarizes share-based compensation expense recorded as components of research and development expenses and general and administrative expenses for the periods indicated (in thousands):
Three months endedSix months ended
June 30,June 30,
2026202520262025
SBC - Research and development expenses$1,080 $955 $2,027 $1,859 
SBC - General and administrative expenses12,573 9,042 22,222 15,974 
     Total SBC expenses$13,653 $9,997 $24,249 $17,833 
The fair value for options that were awarded to employees and directors was estimated at the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions:
Three months endedSix months ended
June 30,June 30,
2026202520262025
Risk-free interest rate4.2%4.1%3.6%4.0%
Dividend yield
Expected volatility42.7%43.1%42.3%45.6%
Expected term (years)4.84.74.24.2
A limited amount of performance-based restricted stock units (“PSUs”) contain a market condition based on our relative total shareholder return ranked on a percentile basis against the Nasdaq Biotechnology Index over a three-year performance period, with a range of 0% to 200% of the target amount granted to be issued under the award. Share-based compensation cost for these PSUs is measured using the Monte Carlo simulation valuation model and is not adjusted for the achievement, or lack thereof, of the performance conditions.
Net Income (Loss) Per Share
Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed based on the sum of the weighted average number of common shares and potentially dilutive common shares outstanding during the period. Diluted net loss per share is computed using only the weighted average number of common shares outstanding during the period, as potentially dilutive securities are excluded when a net loss is reported.
Potentially dilutive common shares consist of shares issuable under the 2030 Notes (as defined below), 2031 Notes (as defined below), warrants issued in connection with the 2030 Notes, warrants issued in connection with the 2031 Notes, stock options, and restricted stock. The 2030 Notes and 2031 Notes are considered to be Instrument C, under which the Company must settle the accreted value of the debt instrument in cash upon conversion and may choose to settle the conversion spread in cash, shares, or a combination of cash and shares. The dilutive effect of Instrument C is limited to the conversion premium, which is reflected in the calculation of diluted earnings per share as if it were a freestanding written call option on the Company’s shares. The warrants will have a dilutive effect to the extent the market price per share of common stock exceeds the applicable exercise price of the warrants.
Potentially dilutive common shares from stock options and restricted stock are determined using the average share price for each period under the treasury stock method. In addition, the following amounts are assumed to be used to repurchase shares: proceeds from exercise of stock options and the average amount of unrecognized compensation expense for the awards. For additional information, see Note 8, Stockholders’ Equity.
The following table presents the calculation of weighted average shares used to calculate basic and diluted earnings per share (in thousands):
Three months endedSix months ended
June 30,June 30,
2026202520262025
Weighted average shares outstanding:20,063 19,327 19,974 19,259 
Dilutive potential common shares:
     Restricted stock297 179 336 — 
     Stock options1,068 420 1,014 — 
     2030 Convertible Senior Notes409 — 224 — 
Shares used to compute diluted loss per share21,837 19,926 21,548 19,259 
Potentially dilutive shares excluded from calculation due to anti-dilutive effect:
Restricted stock— 133 28 87 
Stock options384 1,227 274 975 
2031 Convertible Senior Notes877 — 441 — 
Warrant related to the 2030 Notes
2,362 — 2,362 — 
Warrant related to the 2031 Notes
2,094 — 1,053 — 
Anti-dilutive shares5,717 1,360 4,158 1,062 
For the six months ended June 30, 2025, due to the net loss for the period, 0.7 million weighted average incremental shares, including stock options, restricted stock awards, and performance stock awards were anti-dilutive.
Foreign Currency Translation
The Euro is the functional currency of Apeiron and the corresponding financial statements have been translated into U.S. dollars in accordance with ASC 830-30, Translation of Financial Statements. Assets and liabilities are translated at end-of-period rates while revenues and expenses are translated at average rates in effect during the period in which the activity took place. Equity is translated at historical rates and the resulting cumulative translation adjustments are included as a component of accumulated other comprehensive income (loss).
Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Expense Disaggregation Disclosures. This update requires entities to disaggregate operating expenses into specific categories, such as salaries and wages, depreciation, and amortization, to provide enhanced transparency into the nature and function of expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. ASU 2024-03 may be applied retrospectively or prospectively. We are currently evaluating the new guidance to determine the impact it may have on our condensed consolidated financial statements and related disclosures.
We do not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have a material impact on our condensed consolidated financial statements or disclosures.